REV Group, Inc.·4

Feb 2, 7:04 PM ET

Canan John 4

4 · REV Group, Inc. · Filed Feb 2, 2026

Research Summary

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REV Group (REVG) Director John Canan Sells 65,390 Shares

What Happened

  • John Canan, a director of REV Group, had 65,390 shares of REV Group common stock disposed (cancelled) on Feb 2, 2026 as part of the merger with Terex. The Form 4 reports two dispositions to the issuer: 63,285 and 2,105 shares (both at $0.00 per share because the shares were cancelled at the merger).
  • Under the merger terms, each cancelled REVG share converted into 0.9809 shares of Terex common stock and $8.71 in cash. For 65,390 shares this equates to approximately 64,141 Terex shares and about $569,516.90 in cash. This was a corporate merger-related disposition, not an open-market sale initiated by the director.

Key Details

  • Transaction date: 2026-02-02; Report filed 2026-02-02 (timely).
  • Reported dispositions: 63,285 shares and 2,105 shares (total 65,390). Reported price per share: $0.00 (reflecting cancellation).
  • Consideration per REVG share: 0.9809 Terex shares + $8.71 cash (per merger agreement).
  • Approximate proceeds: ~64,141 Terex shares and ~$569,517 cash (combined).
  • Shares owned after transaction: No outstanding REV Group common shares remain (shares were cancelled at effective time).
  • Footnotes: F1–F3 explain the Merger Agreement and conversion mechanics (common stock converted to Terex shares + cash; Issuer RSUs converted to Terex RSUs at 1.1309x and dividend equivalents converted to restricted cash).

Context

  • This filing reflects merger consideration and automatic conversion/cancellation of REV Group stock, not a voluntary market sale by the director. The $0.00 per-share entry on the Form 4 represents cancellation; value was received in Terex stock and cash per the merger agreement.
  • Any outstanding REV Group RSU awards were converted into Terex RSU awards (1.1309x) and related unpaid dividend equivalents were converted to restricted cash, per the filing footnotes.

Insider Transaction Report

Form 4Exit
Period: 2026-02-02
Canan John
Director
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-02-0263,2852,105 total
  • Disposition to Issuer

    Common Stock

    [F1][F3]
    2026-02-022,1050 total
Footnotes (3)
  • [F1]On February 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 29, 2025, by and among Terex Corporation, a Delaware corporation ("Terex"), Tag Merger Sub 1 Inc. ("Merger Sub 1"), a Delaware corporation and wholly owned subsidiary of Terex, Tag Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Terex ("Merger Sub 2"), and REV Group, Inc. (the "Issuer"), among other things, Merger Sub 1 merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Terex (the "First Merger"). Immediately following the First Merger, Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation and a wholly owned subsidiary of Terex.
  • [F2]At the effective time of the First Merger (the "Effective Time"), each outstanding share of Issuer common stock ("Issuer Common Stock") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Terex (i) 0.9809 shares of Terex common stock, par value $0.01 per share ("Terex Common Stock") and (ii) $8.71 in cash without interest.
  • [F3]At the Effective Time, each outstanding restricted stock unit award of the Issuer ("Issuer RSU Award") held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a Terex RSU Award covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer RSU Award were converted to a restricted cash payment ("RSU Restricted Cash Payment"). The resulting Terex RSU Awards and RSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer RSU Award as of immediately prior to the Effective Time
Signature
/s/ Stephen Zamansky, Attorney-in-Fact|2026-02-02

Documents

1 file
  • 4
    dp240890_4-canan.xmlPrimary

    FORM 4